DCP-2000 - Projectionniste.net

Software License AgreementTHIS SOFTWARE LICENSE AGREEMENT (this “Agreement”) is provided by Doremi Labs, Inc. ("Licensor") to you, the customer(the “Customer”). PLEASE READ IT'S TERMS CAREFULLY, AS THE CUSTOMER’S USE OF THE SOFTWARE WILLCONSTITUTE THE CUSTOMER’S ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.1. License. Licensor hereby grants to the Customer a non-transferable (except as otherwise provided herein) and non-exclusivelicense to use the software and associated documentation being provided with the Doremi Labs equipment being acquired by theCustomer (respectively, the "Software" and the "Documentation") on a single piece of Doremi Labs equipment at one site. TheSoftware and the piece of Doremi Labs equipment must remain at the same location for the term of this license. The number ofusers of the Software is not limited and the users are not required to be personally identified to Licensor.2. Restrictions. Customer acknowledges that the Software and its structure, organization and source code constitute valuable tradesecrets of Licensor and its suppliers. Accordingly, Customer agrees not to and shall not allow others to (a) modify, adapt, alter,translate, or create derivative works from the Software; (b) merge the Software with other software; (c) sublicense, lease, rent, loanor otherwise transfer the Software to any third party; (d) make the Software available to any third party as part of any time-sharing,ASP, or service bureau arrangement or otherwise operate the Software for the benefit of any third party; (e) reverse engineer,decompile, disassemble or otherwise attempt to derive the source code for the Software (except to the extent the provisions of thisclause (e) are expressly prohibited by applicable law); or (f) otherwise use or copy the Software except as expressly allowed inSection 1. Title in, ownership of, and all right associated with the Software shall remain vested in the Licensor. Licensor reserves allrights not expressly granted to the Customer.3. Confidentiality of the Software. The Customer acknowledges and agrees that the Software and the Documentation constitutevaluable proprietary products and trade secrets of the Licensor embodying substantial creative efforts and confidential information,ideas and expressions. The Customer agrees to maintain in all respects the confidentiality of the Software including, withoutlimitation, agreeing not to disclose or otherwise make available to any other person or entity, in any manner, the Software in anyform whatsoever, except that such disclosure or availability shall be permitted to an employee of the Customer whose duties andresponsibilities require access to the Software in the course of his or her employment or to agents or independent contractors of theCustomer performing maintenance or support services requiring access to the Software. The Customer further agrees not to alter orremove any copyright or other proprietary rights notice or identification which indicates the Licensor's ownership from any part of theSoftware.4. License Non-Transferable. Neither the license granted by this Agreement nor any copies of the software, the documentation, orany other materials delivered by the Licensor to the Customer pursuant to this Agreement may, in whole or in part, be assigned,sublicensed, loaned out, distributed, or otherwise transferred by the Customer to any other person or entity without the prior writtenconsent of the Licensor, except as provided below. Any attempt to assign, sublicense, loan, distribute or otherwise transfer suchmaterials in violation of the terms of this Agreement shall be deemed null and void. If the Customer desires to transfer the licensegranted by this Agreement in connection with a sale of the Doremi Labs equipment being purchased by another customer ofDoremi, the Licensor hereby consents to the assignment of the license provided (a) such sale otherwise complies with the terms ofthis agreement and applicable law; (b) the transferee reads and agrees to accept the terms and conditions of the agreement; and (c)the transferee must be another customer of Doremi.5. Export by Law Assurances. The Customer agrees and certifies that neither the Software and documentation nor any directproduct thereof is being or will be downloaded, shipped, transferred, exported, or re-exported, directly or indirectly, into any countryto which export is prohibited by the laws and regulations of the United States.6. Government End Users. If acquiring the Software on behalf of any unit or agent of the United States government, the Customeragrees that: (a) the Software is "Commercial Computer Software" as the term is defined in paragraph 27.401 of the DoDSupplement to the Federal Acquisition Regulations (the "Supplement") or is within the equivalent classification of any other federalagencies' regulations; (b) the Software was developed at private expense, and no part of it was developed with government funds:(c) the government's use of the Software is subject to "Restricted Rights" as that term is defined in clause 52.227-7013 (b) (3) (ii) ofthe supplement or in the equivalent clause of any other federal agencies' regulations; (d) the Software is a "trade secret' of thelicensor for all purposes of the Freedom of Information Act; and (e) each copy of the Software will contain the Following RestrictedRights Legend:"Restricted Rights Legend"Use, duplication, or disclosure is subject to restriction as set forth in the subdivision (b) (3) (ii) of the Rights in the Technical Dataand Computer Software clause at FAR 52.227-7013. Manufacturer: Doremi Labs, Inc., 1020 Chestnut Street, Burbank, CA 91506.The Customer agrees to indemnify Licensor for any liability, loss, costs and expense (including court cost and reasonable attorney'sfees) arising out of any breach of the provisions of this Agreement relating to use by the government.7. Term. The license is effective until terminated. Customers may terminate it at any time by destroying the Software together withall copies permitted by this Agreement. Licensor may terminate this license upon thirty (30) days prior written notice to Customer ifCustomer materially breaches any provision of this Agreement and fails to cure such breach, if curable, during such thirty (30) dayperiod; provided that if Customer breaches the provisions of Sections 2 or 3, Licensor shall have the right to terminate thisAgreement immediately upon written notice to Customer. The license will also terminate upon conditions set forth elsewhere in thisAgreement. The Customer agrees upon such termination to destroy all copies of the Software.DCP2000_OperatorManual_000348_Fr Page 3 Version 1.1D2K.OM.000348.DRMDoremi Cinema LLC